Credit Extension Agreement between Safe and Green Development Corporation and Bryan Leighton Revocable Trust dated 13 December 2023. effective as of October 21, 2024
Exhibit 10.14
Credit Extension Agreement
This CREDIT EXTENSION AGREEMENT (“Extension”) is dated as of October 21st, 2024 (the “Effective Date”), by and between Safe and Green Development Corporation, located at 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132 (“the “Company””), and Bryan Leighton Revocable TRUST DATED 13 DECEMBER 2023 (“the “Lender””), (collectively, the “Parties”).
RECITALS
WHEREAS, the Parties entered into a Credit Agreement on March 1st, 2024 (the “Original Contract”).
WHEREAS, the Parties hereby agree to extend the term of the Original Contract in accordance with the terms of the Original Contract as well as the terms provided herein.
NOW THEREFORE, in consideration of the mutual covenants contained herein, each of the “Company” and the “Lender” mutually covenant and agree as follows:
AGREEMENT
| Section 1. | Purpose. |
| i. | The Original Contract, which is attached hereto as Exhibit A to this Extension, will end on September 1st, 2024. |
| ii. | The parties agree to extend the Original Contract for an additional period, which will begin immediately upon the expiration of the original time period and will end on three (3) months after the Effective Date on December 15th, 2024 (the “Maturity Date”). |
| iii. | In addition, the following provisions of the Original Contract are amended as described herein: |
| Section 2. | Maturity Date. |
| i. | Maturity Date shall mean three (3) months from the Effective Date, provided that if such date falls on a weekend or a legal holiday, the Maturity Date shall be the next business day thereafter. At any time prior to the Maturity Date, upon mutual written consent of the Company and the Lender, the Maturity Date may be extended for up to an additional six-month period, in which case the “Maturity Date” shall mean such later date as agreed upon by the parties, subject to the same provision regarding weekends and legal holidays. |
| Section 3. | Interest Rate. |
| i. | The advanced and unpaid principal of the Line of Credit from time to time outstanding will bear interest at a fixed rate per annum equal to fourteen percent (14.0%) (the “Fixed Rate”). Interest on the Principal Indebtedness and other sums payable hereunder will be computed on the basis of a year of 365 days and paid for the actual number of days elapsed. |
| Section 4. | Payments of Interest. |
| i. | On the first day of each month, the Company will pay to the Lender interest, in arrears, on the aggregate outstanding Principal Indebtedness of the Line of Credit at a fixed interest rate of 14%. |
| Section 5. | Payments of Principal. |
| i. | The entire Principal Indebtedness of the Line of Credit and any accrued interest thereon shall be due and payable on the Maturity Date (as the same may be extended as herein provided). |
| Section 6. | Prepayment. |
| i. | The Company may prepay, in whole or in part, the Principal Indebtedness of the Line of Credit, and all interest accrued on any outstanding Advances at any time prior to the Maturity Date, without the prior written consent of Lender and without payment of any premium or penalty. |
| Section 7. | Restricted Stock Issuance. |
| i. | Board Approval and Share Issuance: The issuance of shares as described herein was approved by the Company’s Board of Directors on October 15th, 2024. In consideration for the extension of the Line of Credit, the Company will issue 2,500 shares of SGD restricted common stock (the “Shares”) to Lender. The Lender has sufficient knowledge and experience in financial, tax, and business matters to be capable of evaluating the merits and risks of its acquisition of the Shares. |
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| Section 8. | Cash- Payment Consideration. |
| i. | One-Time Cash Payment: In addition to the issuance of shares described in Section 7, as further consideration for the extension of the Line of Credit, the Company agrees to pay a one-time cash payment of eight thousand and seven-hundred fifty dollars ($8,750) to the Lender. This payment will be made in full ten (10) business days following the execution of this Agreement. The Lender acknowledges that this cash payment is a separate and additional consideration apart from the issuance of the Shares. |
| Section 9. | Entire Agreement. |
| i. | Preservation of Other Terms: Except as expressly amended or modified by this Extension, all other Articles of the original agreement shall retain their original language and remain in full force and effect from the Effective Date of this Extension. This Extension binds and benefits both Parties and any successors or assigns. This document, including the attached Original Contract, is the entire agreement between the Parties. |
This Agreement shall be signed on behalf of Safe and Green Development Corporation by Nicolai A. Brune, its Chief Financial Officer, and on behalf of Bryan Leighton Revocable TRUST DATED 13 DECEMBER 2023 by Bryan Leighton, its Trustee.
the “Company”
| By: | /s/ Nicolai A. Brune | Date: | |
| Nicolai Brune | |||
| Chief Financial Officer |
| By: | /s/ Bryan Leighton | Date: | |
| Bryan Leighton | |||
| the “Lender” | |||
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Exhibit A
Credit Agreement (ORIGINAL)
This Agreement is made and entered into on March 1st, 2024 (the “Effective Date”), between the BRYAN LEIGHTON REVOCABLE TRUST DATED DECEMBER 13, 2023 (the “Lender”) and Safe and Green Development Corporation (the “Company”).
| 1. | Establishment of Account and Term |
The Lender shall provide the Company with a line of credit facility (the “Line of Credit”).up to the maximum amount of $250,000, representing the maximum aggregate principal amount of the advances of funds from the Line of Credit (each an “Advance”) that may be outstanding at any time under the Line of Credit (the “Principal Indebtedness”), from which Company may draw down, at any time and from time to time during the period from and including the Effective Date through the day immediately preceding the Maturity Date (as defined below). Within the limits of time and amount set forth herein, the Company may borrow, repay and reborrow under this Line of Credit.
| 2. | Maturity Date |
The Maturity Date shall mean the six-month anniversary of the Effective Date. At any time prior to the Maturity Date upon mutual written consent of the Company and the Lender, the Maturity Date may be extended for up to an additional six-month period, in which case the “Maturity Date” shall mean such later date as is agreed upon by the parties.
| 3. | Interest Rate |
The advanced and unpaid principal of the Line of Credit from time to time outstanding will bear interest at a fixed rate per annum equal to 12.0% (the “Fixed Rate”). Interest on the Principal Indebtedness and other sums payable hereunder will be computed on the basis of a year of 365 days and paid for the actual number of days elapsed.
| 4. | Payments of Interest |
On the first day of each month, the Company will pay to the Lender interest, in arrears, on the aggregate outstanding Principal Indebtedness of the Line of Credit at the Fixed Rate.
| 5. | Payments of Principal |
The entire Principal Indebtedness of the Line of Credit and any accrued interest thereon shall be due and payable on the Maturity Date (as the same may be extended as herein provided).
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| 6. | Prepayment |
The Company may prepay, in whole or in part, the Principal Indebtedness of the Line of Credit, and all interest accrued on any outstanding Advances at any time prior to the Maturity Date, without the prior written consent of Lender and without payment of any premium or penalty.
| 7. | Restricted Stock |
Subject to the approval of the Company’s Board of Directors, in consideration for the extension of the Line of Credit, the Company will issue $125,000 of SGD restricted common stock (the “Shares”) to Lender. The number of shares issuable will be calculated as of closing price of the Company’s common stock on Nasdaq on the Effective Date. Lender is an “accredited Lender” within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended. The Lender has such knowledge and experience in financial, tax and business matters that the Lender is capable of evaluating the merits and risks of its acquisition of the Shares.
| 8. | Successors and Assigns |
This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. Except as otherwise agreed in writing, the Company may not transfer, assign or delegate any of its duties or obligations hereunder and the Lender shall not sell, assign or otherwise transfer any of its rights or obligations hereunder.
| 7. | Modification |
No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed by the Lender and the Company.
| 8. | Governing Law |
This agreement and all matters relating hereto will be governed by the laws of the State of Florida without giving effect to principles of conflicts of laws.
This Agreement shall be signed by on behalf of the BRYAN LEIGHTON REVOCABLE TRUST DATED DECEMBER 13, 2023, and by Safe and Green Development Corporation. The Agreement is effective as of March 1st, 2024.
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LENDER:
| By: |
| Date: | 2/29/24 |
BRYAN LEIGHTON REVOCABLE TRUST DATED DECEMBER 13, 2023
| By: |  | Date: | 03/01/2024 |
| Safe and Green Development Corporation | |||
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